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Page 2 D-1246-12-14 <br /> December 19, 2014 <br /> a. the Loan Contract with CWCB has been duly executed by officers of the <br /> Enterprise who are duly elected or appointed and are authorized to execute the <br /> Loan Contract with CWCB and to bind the Enterprise; and <br /> b. the resolutions of the Enterprise authorizing the execution and delivery of the <br /> Loan Contract with CWCB were duly adopted by the governing body of the <br /> Enterprise; and <br /> c. there are no provisions in the Colorado Constitution or any other state or local <br /> law that prevent the Loan Contact from binding the Enterprise; and <br /> d. the Enterprise is a water activity enterprise in accordance with C.R.S. §§ 37- <br /> 45.1-101 et seq. for the purposes of acquiring, constructing, operating and <br /> maintaining hydropower plants; and <br /> e. the Loan Contract will be valid and binding against the Enterprise if entered <br /> into by the CWCB. <br /> 6. Staff and counsel have further discussed with the Board that the Enterprise will <br /> irrevocably pledge to the CWCB, for purposes of repayment of the loan, the net revenues from <br /> the Granby Dam Hydro Facility Project, as defined below in Section 2 as "Pledged Revenues." <br /> Such Pledged Revenues do not include any revenues or other amounts associated with the Carter <br /> Lake Hydro Facility Project. Provided however, the Enterprise will covenant to provide a <br /> subordinate lien on the net revenues of the Carter Lake Hydro Facility Project to the extent <br /> provided in the following covenant: <br /> In addition, and at the same time as Borrower delivers to CWCB each such certificate of <br /> debt service coverage, Borrower shall deliver to CWCB a certificate demonstrating <br /> Borrower's ability or inability to then grant to CWCB, for purposes of this Loan <br /> Contract, a subordinate lien on Borrower's net revenues heretofore pledged by Borrower <br /> to the Colorado Water Resources and Power Development Authority and to the Northern <br /> Colorado Water Conservancy District in connection with the loans used by Borrower to <br /> finance Borrower's Carter Lake Hydro Facility Project. Borrower hereby covenants that, <br /> upon the delivery of any such certificate demonstrating such ability, and the then delivery <br /> to Borrower by CWCB of a request in writing to do so, Borrower will proceed to grant <br /> CWCB a subordinate lien on the net revenues of the Carter Lake Hydro Facility Project. <br /> NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Northern <br /> Water Hydropower Water Activity Enterprise,as follows: <br /> SECTION 1. The Loan Contract between The Department of Natural Resources, <br /> Colorado Water Conservation Board and Northern Water Hydropower Water Activity <br /> Enterprise, in substantially the form presented in this meeting, with such changes and <br /> amendments as hereinafter provided for, is hereby authorized and approved. Said form may be <br /> changed and amended by mutual agreement of the General Manager and General Counsel of the <br /> Enterprise, provided that: the principal amount of the loan provided therein shall not exceed $5.3 <br /> million dollars; the term of the loan shall not be less than 30 years or greater than 30 years; the <br /> 2 <br />